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Main definition A certificate of designation is signed by a corporate officer attesting to the board of directors' designation of the terms, rights, preferences, and limitations of a new series of preferred stock. Certificates of designation are usually associated with blank check preferred stock.
A certificate which contains a copy of the board resolution setting out the powers, designations, preferences or rights of a class or series of a class of stock of a corporation (typically a series of preferred stock) if they are not already contained in the certificate of incorporation of the corporation.